Common use of Validity of the Notes; Title to the Collateral; Lien Clause in Contracts

Validity of the Notes; Title to the Collateral; Lien. (a) Each Issuer represents and warrants to the other parties hereto that such Issuer is duly authorized under Applicable Law and the related Issuer LLC Agreement to create and issue the Notes, to pledge the applicable Collateral included in the Collateral Pool to the Indenture Trustee, to execute and deliver this Indenture, the other documents referred to herein to which it is a party and all instruments included in the Collateral Pool which it has executed and delivered, and that all partnership, limited liability company, corporate or trust action and governmental consents, authorizations and approvals necessary or required therefor have been duly and effectively taken or obtained. The Notes, when issued, will be, and this Indenture and such other documents are, valid and legally binding obligations of the Issuers enforceable in accordance with their terms, subject only to bankruptcy, reorganization, insolvency and other laws affecting the enforcement of creditor’s rights generally and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or law).

Validity of the Notes; Title to the Collateral; Lien. (ai) Each Issuer represents and warrants to the other parties hereto that such Issuer is duly authorized under Applicable Law applicable law and the related Issuer LLC Agreement to create and issue the NotesNotes with respect to which it is an issuer, to pledge the applicable Collateral included in the Collateral Pool to the Indenture Trustee, to execute and deliver this Indenture, the other documents referred to herein to which it is a party and all instruments included in the Collateral Pool which it has executed and delivered, and that all partnership, limited liability company, corporate or trust partnership action and governmental consents, authorizations and approvals necessary or required therefor have been duly and effectively taken or obtained. The Notes, when issued, will be, and this Indenture and such other documents are, valid and legally binding obligations of the Issuers enforceable in accordance with their terms, subject only to (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, insolvency moratorium and other similar laws affecting the enforcement of creditor’s rights generally and to generally, (ii) general principles of equity (regardless of equitable principles, whether such enforceability is considered in a proceeding at law or in equity or law)and (iii) an implied covenant of good faith and fair dealing.

Validity of the Notes; Title to the Collateral; Lien. (a) Each Issuer represents and warrants to the other parties hereto that such Issuer is duly authorized under Applicable Law applicable law and the related Issuer LLC Limited Liability Company Agreement to create and issue the Notes, to pledge the applicable Collateral included in the Collateral Pool to the Indenture Trustee, to execute and deliver this Indenture, the other documents referred to herein to which it is a party and all instruments included in the Collateral Pool which it has executed and delivered, and that all partnership, limited liability company, corporate or trust action and governmental consents, authorizations and approvals necessary or required therefor have been duly and effectively taken or obtained. The Notes, when issued, will be, and this Indenture and such other documents are, valid and legally binding obligations of the Issuers enforceable in accordance with their terms, subject only to bankruptcy, reorganization, insolvency and other laws affecting the enforcement of creditor’s rights generally and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or law).

Validity of the Notes; Title to the Collateral; Lien. (a) Each Issuer represents and warrants to the other parties hereto that such Issuer is duly authorized under Applicable Law applicable law and the related Issuer LLC Agreement to create and issue the Notes, to pledge the applicable Collateral included in the Collateral Pool to the Indenture Trustee, to execute and deliver this Indenture, the other documents referred to herein to which it is a party and all instruments included in the Collateral Pool which it has executed and delivered, and that all partnership, limited liability company, corporate or trust partnership action and governmental consents, authorizations and approvals necessary or required therefor have been duly and effectively taken or obtained. The Notes, when issued, will be, and this Indenture and such other documents are, valid and legally binding obligations of the Issuers enforceable in accordance with their terms, subject only to bankruptcy, reorganization, insolvency and other laws affecting the enforcement of creditor’s rights generally and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or law).

Validity of the Notes; Title to the Collateral; Lien. (a) Each Issuer represents and warrants to the other parties hereto that such Issuer is duly authorized under Applicable Law applicable law and the related Issuer LLC Agreement to create and issue the NotesNotes with respect to which it is an issuer, to pledge the applicable Collateral included in the Collateral Pool to the Indenture Trustee, to execute and deliver this Indenture, the other documents referred to herein to which it is a party and all instruments included in the Collateral Pool which it has executed and delivered, and that all partnership, limited liability company, corporate or trust partnership action and governmental consents, authorizations and approvals necessary or required therefor have been duly and effectively taken or obtained. The Notes, when issued, will be, and this Indenture and such other documents are, valid and legally binding obligations of the Issuers enforceable in accordance with their terms, subject only to (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, insolvency moratorium and other similar laws affecting the enforcement of creditor’s rights generally and to generally, (ii) general principles of equity (regardless of equitable principles, whether such enforceability is considered in a proceeding at law or in equity or law)and (iii) an implied covenant of good faith and fair dealing.

Validity of the Notes; Title to the Collateral; Lien. (a) Each Issuer represents and warrants to the other parties hereto that such Issuer is duly authorized under Applicable Law applicable law and the related Issuer LLC Limited Liability Company Agreement to create and issue the Notes, to pledge the applicable Collateral included in the Collateral Pool to the Indenture Trustee, to execute and deliver this Indenture, the other documents referred to herein to which it is a party and all instruments included in the Collateral Pool which it has executed and delivered, and that all partnership, limited liability company, corporate or trust action and governmental consents, authorizations and approvals necessary or required therefor have been duly and effectively taken or obtained. The Notes, when issued, will be, and this Indenture and such other documents are, valid and legally binding obligations of the Issuers enforceable in accordance with their terms, subject only to bankruptcy, reorganization, 110 insolvency and other laws affecting the enforcement of creditor’s rights generally and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or law).